Commercial · Commercial fee-earner, firm operations partner, in-house counsel
Customer-side redline of a supplier MSA
A supplier sends its own paper and asks for signature by Friday. Reviewed from the customer side, the memo names three walk-away clauses and ranks the rest for negotiation.
- Agents
- First draft
- A ranked redline memo from one run; a follow-up chat answer checks the one point the partner will be asked about.
- Steps
- 5
The problem
Step 01 of 05
Open the matter
Client is the firm, counterparty the supplier, jurisdiction England and Wales, with the supplier's signature deadline as a key date.
Step 02 of 05
Dispatch the Contract Agent from the customer side
The instruction states which side of the table the firm is on, ranks issues by commercial exposure, and asks for redline wording, a fallback position and whether each point is a walk-away.
Step 03 of 05
Read the ranked issues
The training licence over customer data, the liability asymmetry and the termination payout are marked walk-away; the rest are ordinary drafting to trade.
Step 04 of 05
Check one point in chat
A follow-up question on what the training licence would give away in respect of client confidential information returns a plain answer with SRA and UK GDPR authorities.
Step 05 of 05
Sign off and share
The partner confirms the action items, clicks Verify all, and downloads the Word memo with the redline wording as tracked proposals.
What comes back
A document, not a transcript.
- Three provisions marked walk-away, with redline wording and a fallback where one exists.
- A ranked list of the remaining issues, each with proposed wording.
- Action items and open questions the firm alone can answer, such as whether a DPIA already exists.
- A plain-English answer on what the training licence would give away in respect of client confidentiality.
Authorities it checks
- Cavendish Square Holding BV v Makdessi; ParkingEye Ltd v Beavis [2015] UKSC 67
- SRA Code of Conduct for Firms
- UK GDPR
What it does not do
- It does not negotiate directly with the supplier. The redline is drafted for the associate to send.
- It flags a transfer risk assessment as needed rather than performing one.
- Most firms do not share this memo with the other side; the option exists but the default is to keep it internal.